8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 29, 2004

                            WHOLE FOODS MARKET, INC.
             (Exact name of registrant as specified in its charter)

Texas                             0-19797                  74-1989366
(State of                     (Commission File             (IRS employment
incorporation)                    Number)                  identification no.)

                        601 North Lamar Blvd., Suite 300
                               Austin, Texas 78703
                    (Address of principal executive offices)

               Registrant's telephone number, including area code
                                  512-477-4455



Item 5. Other Events

On June 29, 2004, the Company issued a press release announcing that its Board
of Directors has declared a dividend of $0.15 per share, payable July 19, 2004
to shareholders of record at the close of business on July 9, 2004. A copy of
the press release is furnished herewith as Exhibit 99.1.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

    Exhibit 99.1    Whole Foods Market, Inc. dividend announcement, dated
                    June 29, 2004


                                       2




Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           WHOLE FOODS MARKET, INC.


Date: June 29, 2004                        By:     /s/ Glenda Flanagan
      ---------------------                     ------------------------------
                                                    Glenda Flanagan,
                                                    Executive Vice President and
                                                    Chief Financial Officer


                                       3

EX-99.1

                                                                    Exhibit 99.1

             Whole Foods Market Announces Third Quarterly Dividend


    AUSTIN, Texas, June 29 /PRNewswire-FirstCall/ -- Whole Foods Market, Inc.
(Nasdaq: WFMI) today announced that its Board of Directors declared its third
quarterly dividend.  The Company estimates it will pay out approximately
$9 million to shareholders in the $0.15 per share dividend, which is payable
July 19, 2004 to shareholders of record at the close of business on
July 9, 2004.

    The Company recently announced results for the second fiscal quarter ended
April 11, 2004.  During the twelve-week quarter, the Company produced cash
flow from operations of $113 million and had capital expenditures (excluding
acquisitions) of $70 million, of which $46 million was for new store
development.  At the end of the quarter, the Company's cash and equivalents,
including restricted cash, totaled approximately $214 million, and long-term
debt, which includes $155 million in Zero Coupon Convertible Debentures, was
approximately $177 million.  The Company has no amounts drawn on its
$100 million line of credit.  The Company believes it will continue to produce
strong cash flow from operations and stock option exercises and, as an EVA
company, believes in maximizing returns on capital to its shareholders.
Subject to capital availability and a determination that cash dividends
continue to be in the best interest of the Company's shareholders, it is the
intention of the Board of Directors to pay a quarterly dividend on an ongoing
basis.


    About Whole Foods Market:

    Founded in 1980 in Austin, Texas, Whole Foods Market(R)
(www.wholefoodsmarket.com ) is the largest natural and organic foods
supermarket retailer.  The Company had $3.5 billion in sales for the last
twelve months ending April 11, 2004 and currently has 159 stores in the United
States, Canada, and the United Kingdom.


    The following constitutes a "Safe Harbor" statement under the Private
Securities Litigation Reform Act of 1995.  Except for the historical
information contained herein, the matters discussed in this press release are
forward-looking statements that involve risks and uncertainties, which could
cause our actual results to differ materially from those described in the
forward looking statements.  These risks include but are not limited to
general business conditions, the timely development and opening of new stores,
the integration of acquired stores, the impact of competition, and other risks
detailed from time to time in the Company's SEC reports, including the report
on Form 10K for the fiscal year ended September 28, 2003.  The Company does
not undertake any obligation to update forward-looking statements.


     Contact:  Cindy McCann

               VP of Investor Relations
               512.477.4455


SOURCE  Whole Foods Market, Inc.
    -0-                             06/29/2004
    /CONTACT:  Cindy McCann, VP of Investor Relations of Whole Foods Market,
Inc., +1-512-477-4455/
    /Web site:  http://www.wholefoodsmarket.com /
    (WFMI)

CO:  Whole Foods Market, Inc.
ST:  Texas
IN:  FOD REA SUP
SU:  DIV